Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 days and not more than 60 days prior to the Redemption Date (as defined below), notice of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares of Series D Preferred Stock to be redeemed and, if less than all the shares of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) the redemption price; and (iv) the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, the shares of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard to any undeclared dividends, to, but excluding, the date fixed for redemption in accordance with the provisions of the Certificate of Designations. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method), not less than 5 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Amendment, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; and (iv) , which notice shall be accompanied by a certificate from the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableCertificate of Amendment. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price Redemption Price (as such term is defined in the Certificate of Amendment) of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard to any undeclared dividends, to, but excluding, the date fixed for redemption in accordance with the provisions of the Certificate of Designations. The Amendment, the Depositary shall mail notice redeem the number of Depositary Shares representing such Series D Preferred Stock. Notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid prepaid, at the respective last addresses as they appear on the records of the Depositary and subject to Section 2.9 below, or (or another reasonably acceptable transmission method)2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 below, in either case not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositaryredeemed; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividend rights on the Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemed. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends dividend rights on the shares of Series D Preferred Stock so called for Redemption redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestRedemption Price, as such term is defined in the Articles of Amendment) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th 1/25th of the redemption price Redemption Price (as such term is defined in the Certificate of Amendment) per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series D Preferred Stock to be so redeemed and have not theretofore been paid, in accordance all cases without interest on such amounts. Any funds deposited by the Corporation with the provisions Depositary for any Depositary Shares that the Holders thereof fail to redeem will be returned to the Corporation after a period of three years from the Certificate of Designationsdate such funds are so deposited. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In ; provided, however, that the Depositary shall not issue any such case, the Corporation shall redeem Receipt evidencing a fractional Depositary Shares only in increments of 10 Depositary Shares and any multiple thereofShare.
Appears in 1 contract
Samples: Deposit Agreement (Keycorp /New/)
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Articles Supplementary, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; and (iv) , which notice shall be accompanied by a certificate from the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableArticles Supplementary. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereondividends, without regard to to, or accumulation of, any undeclared dividends, to, to but excluding, excluding the date fixed for redemption redemption, in accordance with the provisions of the Certificate Articles Supplementary, the Depositary shall redeem the number of DesignationsDepositary Shares representing such Series D Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method)prepaid, not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) lot.
(i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestamounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th 1/40th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends (and not previously distributed to the Holders of Depositary Shares) in accordance with the provisions of the Certificate of DesignationsArticles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate Articles of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Amendment, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; and (iv) , which notice shall be accompanied by a certificate from the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableArticles of Amendment. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the redemption price of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereondividends, without regard to to, or accumulation of, any undeclared dividends, toexcept in the case of a redemption following a Regulatory Capital Event (as such term is defined in the Articles of Amendment), but excluding, the date fixed for redemption in accordance with the provisions of the Certificate Articles of DesignationsAmendment, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method)prepaid, not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts representing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitablelot. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestamounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th 1/1,000th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends (and not previously distributed to the Holders of Depositary Shares) in accordance with the provisions of the Certificate Articles of DesignationsAmendment. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In The Company shall be entitled to receive, from time to time, from the Depositary any interest accrued on such funds deposited with the Depositary, and the holders of any Receipts called for redemption shall have no claim to any such caseinterest. Any funds so deposited and unclaimed at the end of two years from the applicable Redemption Date shall, to the Corporation shall redeem extent permitted by law, be repaid by the Depositary Shares only in increments of 10 Depositary Shares and any multiple thereofto the Company.
Appears in 1 contract
Redemption of Series D Preferred Stock. Whenever From and after July 29, 2010, each holder of Series D Preferred Stock, upon the Corporation shall be permitted and shall elect to redeem written approval of the holders of at least a majority of the shares of Series D Preferred Stock in accordance with then outstanding, may, at its option, at any time (and from time to time), require the terms Corporation to redeem all or a part of the Certificate of Designations (including on account Series D Preferred Stock held by such holder by delivery of a Regulatory Capital Treatment Event, as described thereinwritten notice requesting such redemption and the number of shares to be redeemed (the “Series D Redemption Notice”). Within five (5) days after the date of receipt of a Series D Redemption Notice (the “Series D Date of Receipt”), it the Corporation shall deliver written notice to all other holders of Preferred Stock informing each such holder of (unless otherwise agreed to in writing with 1) the Depositary) give or cause to be given to the Depositary, not less than 13 days and not more than 60 days prior to the Redemption Date (as defined below), notice receipt of such redemptionSeries D Redemption Notice, which shall state: (i2) the Redemption Date; Series D Date of Receipt, (ii3) the number of shares of Series D Preferred Stock requested to be redeemed andin the Series D Redemption Notice, if less than all and (4) the total number of shares of Series D Preferred Stock are outstanding as of the Series D Date of Receipt. Any such holder desiring to be redeemedhave any of its Series D Preferred Stock redeemed by the Corporation in accordance with the schedule below shall have until thirty (30) days after the Series D Date of Receipt (such 30 day period, the “Series D Exercise Period”) in which to notify the Corporation of the number of such shares of Series D Preferred Stock held by which such holder desires the Depositary Corporation to be so redeemed; (iii) the redemption price; and (iv) the place or places where the certificates evidencing shares redeem. The total number of Series D Preferred Stock, if any, are to be surrendered for payment of the redemption price. In case less than all the outstanding shares of Series D Preferred Stock which are so requested to be redeemed, the shares redeemed by all holders of Series D Preferred Stock are referred to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by herein as the “Series D Redemption Shares”. The Corporation to be fair and equitable. On the date of such redemption, the Depositary shall redeem such shares in three equal redemptions according to the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price following schedule: (i) one-third of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard to any undeclared dividends, to, but excluding, the date fixed for redemption in accordance with the provisions Redemption Shares within thirty (30) days of the Certificate end of Designations. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method), not less than 5 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)Exercise Period, (ii) one-third of the Depositary Series D Redemption Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, on the first anniversary of the Series D Redemption Notice; and (iii) all rights one-third of the Holders of Receipts evidencing such Depositary Series D Redemption Shares (except on the right to receive the redemption price without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice second anniversary of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by Redemption Notice (the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations“Series D Redemption Dates”). If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver Subject to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such casesubsection 4.2.7(f), the Corporation shall redeem Depositary the Series D Redemption Shares only at a price equal to the Series D Liquidation Preference for each such share as of the applicable Series D Redemption Date (the “Series D Redemption Price”). The Corporation shall pay for shares redeemed hereunder by delivery of cash in increments the amount of 10 Depositary Shares and any multiple thereofthe Series D Redemption Price for the shares to be so redeemed on the respective Series D Redemption Dates.
Appears in 1 contract
Samples: License Agreement (Inogen Inc)
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 35 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemptionproposed redemption of Series D Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable Redemption Price, which notice shall state: (i) be accompanied by a certificate from the Redemption Date; (ii) the number Corporation stating that such redemption of shares of Series D Preferred Stock to be redeemed and, if less than all is in accordance with the shares of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) the redemption price; and (iv) the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment provisions of the redemption price. In case less than all the outstanding shares Certificate of Series D Preferred Stock are to be redeemed, the shares of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableDesignations. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stockapplicable Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price Depositary the Redemption Price of the Series D Preferred Stock to be redeemed, redeemed plus an amount equal to any declared and unpaid dividends thereon, without regard thereon to any undeclared dividends, to, but excluding, the date fixed for redemption redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of Series D Preferred Stock. The Depositary shall mail transmit notice of the Corporation’s redemption of shares of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid prepaid, or by such other method approved by the Depositary (or another reasonably acceptable transmission methodin its reasonable discretion), in either case not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such shares of Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the applicable Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitablelot. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestapplicable Redemption Price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption paymentapplicable Redemption Price for all of the Depositary Shares redeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series D Preferred Stock. Whenever At any time and from time to time, on not less than thirty (30) days notice to Investor or any subsequent holder of the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock, the Series D Preferred Stock in accordance with or any portion thereof may be redeemed by the terms Company, at the option of the Certificate Company, at a redemption price of Designations (including $1,000.00 per share plus the payment of all accrued and unpaid dividends and interest payments due on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given any unpaid dividends attributable to the Depositary, not less than 13 days and not more than 60 days prior to the Redemption Date (as defined below), notice of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares of Series D Preferred Stock to be redeemed and, if less than all the shares of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) the redemption price; and (iv) the place or places where the certificates evidencing shares of Series D Preferred Stock.
3.3.1 If the Company desires to exercise its right of redemption, if any, are it shall mail a notice of redemption to be surrendered for payment each of the redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, the shares of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price registered holders of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereonfirst class, without regard to any undeclared dividendspostage prepaid, to, but excluding, not later than the thirtieth day before the date fixed for redemption in accordance with the provisions of the Certificate of Designations. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mailredemption, postage prepaid (or another reasonably acceptable transmission method), not less than 5 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses address as they shall appear on the records of the Depositary; but neither failure Company. Any notice mailed in any manner provided herein shall be conclusively presumed to mail any have been duly given whether or not the registered holder receives such notice.
3.3.2 The notice of redemption shall specify (i) the redemption price, (ii) the date fixed for redemption and (iii) the place where the Series D Preferred Stock certificates shall be delivered and the redemption price paid. The date fixed for redemption of Depositary Shares to one or more such Holders nor any defect in any the Series D Preferred Stock shall be the "Redemption Date." On and after the Redemption Date, holders of Series D Preferred Stock certificates provided timely notice of redemption shall have no further rights except to receive, upon surrender of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. In case less than all the outstanding Depositary Shares are to be redeemedtheir Series D Preferred Stock certificate(s), the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from Redemption Price.
3.3.3 From and after the Redemption Date (unless specified for, the Corporation shall have failed Company shall, at the place specified in the notice of redemption, upon presentation and surrender to provide the funds necessary Company by or on behalf of the registered Holders thereof of one or more certificates evidencing the Series D Preferred Stocks to be redeemed, deliver or cause to be delivered to or upon the written order of such registered holder a sum in cash equal to the Redemption Price of each share of Series D Preferred stock being redeemed. Such cash payment may be made, at the Company's option, in cash or by check or wire transfer. From and after the Redemption Date and upon deposit or setting aside by the Company of a sum sufficient to redeem all of the Series D Preferred shares called for redemption, such Series D Preferred Shares shall expire and become void and all rights thereunder, except for the right to receive payment of the Redemption Price, shall cease.
3.3.4 If the Series D Preferred Stock evidenced is subdivided or combined into a greater or smaller number of shares of Series D Preferred Stock, the Redemption Price per share shall be proportionately adjusted by the Depositary Shares called for redemption) (i) dividends on ratio which the total number of shares of Series D Preferred Stock so called for Redemption shall cease outstanding immediately prior to accrue from and after such date and all event bears to the total number of shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to immediately after such shares shall cease and terminate (except for the right to receive the redemption price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereofevent.
Appears in 1 contract
Samples: Investor Rights Agreement (Triangle Imaging Group Inc)
Redemption of Series D Preferred Stock. Whenever the Corporation Company shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms provisions of the Certificate of Designations Designation (including on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 40 days and not more than 60 70 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable Depositary Share Redemption Price, which notice shall be accompanied by a certificate from the Company stating that such redemption price; and (iv) the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableCertificate of Designation. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stockprovided, provided that the Corporation Company shall then have paid or caused to be paid in full to Computershare the Depositary the redemption price per share of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard thereon to any undeclared dividends, to, but excluding, the date fixed for redemption redemption, in accordance with and as required by the provisions of the Certificate of DesignationsDesignation (the “Preferred Stock Redemption Price”), the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock. The Depositary shall mail notice of the CorporationCompany’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method), not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last the addresses of such holders as they appear on the records of the Depositary; , but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Company and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the Depositary Share Redemption Price (as defined below); (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the Depositary Share Redemption Price; and (v) that dividends on the Series D Preferred Stock underlying the Depositary Shares to be redeemed will cease to accrue on the Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by the Depositary pro rata or by lot (as nearly as may be) or in such any other manner consistent with the rules and policies of any securities exchange upon which the Series D Preferred Stock or the Depositary Shares may be listed determined by the Corporation Depositary in its sole discretion to be fair and equitable. Notice having been mailed or transmitted by In any case, the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to will redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) only in increments of 100 Depositary Shares and multiples thereof.
(i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price Preferred Stock Redemption Price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer cease to be outstanding, (iii) outstanding and all rights of the Holders holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interest) shall, to the extent of such Depositary Shares, cease and terminateterminate (except the right to receive the Depositary Share Redemption Price without interest), and (iviii) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share (the “Depositary Share Redemption Price”) equal to 1/100th of the redemption price Preferred Stock Redemption Price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. The foregoing shall be further subject to the terms and conditions of the Certificate of Designation. In the event of any such caseconflict between the provisions of the Deposit Agreement and the provisions of the Certificate of Designation, the Corporation shall redeem provisions of the Certificate of Designation will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary Shares only in increments of 10 Depositary Shares and any multiple thereofcontained herein.
Appears in 1 contract
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Certificate, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; and (iv) , which notice shall be accompanied by a certificate from the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableCertificate. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the redemption price of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard thereon to any undeclared dividends, to, but excluding, the date fixed for redemption redemption, in accordance with the provisions of the Certificate Certificate, the Depositary shall redeem the number of DesignationsDepositary Shares representing such Series D Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method)prepaid, not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestprice) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th one-one thousandth of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with which on the provisions Redemption Date have been declared on the shares of the Certificate of DesignationsSeries D Preferred Stock to be so redeemed and have not therefore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Samples: Deposit Agreement (Us Bancorp \De\)
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 35 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; , and (iv) the place or places where the certificates evidencing shares of Series D Preferred Stocksuch shares, if any, are to be surrendered for payment of the redemption price. In case less than all , which notice shall be accompanied by a certificate from the outstanding shares Corporation stating that such redemption of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableCertificate of Designations. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price Redemption Price (as such term is defined in the Certificate of Designations) of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, (without regard to accumulation of any undeclared dividends, to, but excluding, ) thereon to the date fixed for redemption redemption, in accordance with the provisions of the Certificate of Designations. The , the Depositary shall mail notice redeem the number of Depositary Shares representing such Series D Preferred Stock. Notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid prepaid, at the respective last addresses as they appear on the records of the Depositary, or (or another reasonably acceptable transmission method)2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositaryredeemed; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitablelot. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestprice) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th one one-thousandth of the redemption price Redemption Price (as such term is defined in the Certificate of Designations) per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with which on the provisions Redemption Date have been declared on the shares of the Certificate of DesignationsSeries D Preferred Stock to be so redeemed and have not theretofore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate Articles of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Amendment, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; and (iv) , which notice shall be accompanied by a certificate from the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableArticles of Amendment. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price Depositary the Redemption Price (as such term is defined in the Articles of Amendment) of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard to any undeclared dividends, to, but excluding, the date fixed for redemption in accordance with the provisions of the Certificate Articles of Designations. The Amendment, the Depositary shall mail notice redeem the number of Depositary Shares representing such Series D Preferred Stock. Notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid prepaid, at the respective last addresses as they appear on the records of the Depositary, or (or another reasonably acceptable transmission method)2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositaryredeemed; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestprice) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th one-one thousandth of the redemption price Redemption Price (as such term is defined in the Articles of Amendment) per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with which on the provisions Redemption Date have been declared on the shares of the Certificate of DesignationsSeries D Preferred Stock to be so redeemed and have not therefore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
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Samples: Deposit Agreement (Bb&t Corp)
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; and (iv) , which notice shall be accompanied by a certificate from the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableCertificate of Designations. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereonto which holders of the Series D Preferred Stock are entitled on the Redemption Date, without regard to any accumulation of any undeclared dividends, toto but excluding the Redemption Date, but excluding, the date fixed for redemption in each case in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method)prepaid, not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation Depositary to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestprice) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th 1/40th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations. For the avoidance of doubt, any declared but unpaid dividends payable on a Redemption Date that occurs subsequent to a record date fixed pursuant to Section 4.4 shall not be paid to the Holder entitled to receive the redemption price on the Redemption Date, but rather shall be paid to the Record Holder of the redeemed Depositary Shares on such record date. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary or Computershare, as appropriate, will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
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Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate Articles of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Amendment, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; and (iv) , which notice shall be accompanied by a certificate from the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableArticles of Amendment. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price Depositary the Redemption Price (as such term is defined in the Articles of Amendment) of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard to any undeclared dividends, to, but excluding, the date fixed for redemption in accordance with the provisions of the Certificate of Designations. The Depositary shall mail notice redeem the number of Depositary Shares representing such Series D Preferred Stock. Notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed shall be: (1) mailed by first-class mail, postage prepaid prepaid, at the respective last addresses as they appear on the records of the Depositary; or (or another reasonably acceptable transmission method)2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositaryredeemed; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed (or the method of determining such number); (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividend rights on the shares to be redeemed will cease to accrue on the Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemed. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) ): (i) dividends dividend rights on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest), date; (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, ; (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestRedemption Price, as such term is defined in the Articles of Amendment) shall, to the extent of such Depositary Shares, cease and terminate, ; and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th 1/4,000th of the redemption price Redemption Price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance which on the Redemption Date have been declared on the shares of Series D Preferred Stock to be so redeemed and have not therefore been paid. Any funds deposited by the Corporation with the provisions Depositary for any Depositary Shares that the Holders thereof fail to redeem will be returned to the Corporation after a period of three years from the Certificate of Designationsdate such funds are so deposited. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In ; provided, however, that the Depositary shall not issue any such case, the Corporation shall redeem Receipt evidencing a fractional Depositary Shares only in increments of 10 Depositary Shares and any multiple thereofShare.
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Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares of Series D Preferred Stock to be redeemed and, if less than all the shares of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) the redemption price; and (iv) the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, the shares of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard thereon to any undeclared dividends, to, but excluding, the date fixed for redemption in accordance with the provisions of the Certificate of Designations. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method), not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th 1/40th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary or Computershare, as appropriate, will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series D Preferred Stock in accordance with the terms of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein)Articles Supplementary, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 13 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such redemption, which shall state: (i) the Redemption Date; (ii) the number of shares proposed redemption of Series D Preferred Stock to be redeemed and, if less than all the shares and of Series D Preferred Stock are to be redeemed, the number of such shares of Series D Preferred Stock held by the Depositary to be so redeemed; (iii) redeemed and the applicable redemption price; and (iv) , which notice shall be accompanied by a certificate from the place or places where the certificates evidencing shares of Series D Preferred Stock, if any, are to be surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series D Preferred Stock are to be redeemed, is in accordance with the shares provisions of Series D Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitableArticles Supplementary. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereondividends, without regard to to, or accumulation of, any undeclared dividends, toexcept in the case of a redemption following a Regulatory Capital Treatment Event (as such term is defined in the Articles Supplementary), but excludingin which the Corporation will also pay the pro rated portion of dividends, whether or not declared, for the date fixed for dividend period in which such redemption occurs, in each case in accordance with the provisions of the Certificate Articles Supplementary, the Depositary shall redeem the number of DesignationsDepositary Shares representing such Series D Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method)prepaid, not less than 5 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts representing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation to be fair and equitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) lot.
(i) dividends on the shares of Series D Preferred Stock so called for Redemption shall cease to accrue from and after such date and all shares of Series D Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest)date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price without interestamounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th 1/40th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends (and not previously distributed to the Holders of Depositary Shares) in accordance with the provisions of the Certificate of DesignationsArticles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
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